Current Report Filing (8-k)
May 21 2018 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2018
RSP PERMIAN, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36264
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90-1022997
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3141 Hood Street, Suite 500
Dallas, Texas 75219
(Address of Principal Executive Offices)
(Zip Code)
(214)
252-2700
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act (17 CFR 230.405) or Rule
12b-2
of the Exchange Act (17 CFR
240.12b-2).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 16, 2018, RSP Permian, Inc.
(the Company), RSP Permian, L.L.C. (the Borrower), the lenders party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent (the Administrative Agent), entered into a Second
Amendment (the Credit Agreement Amendment) to that certain Credit Agreement dated as of December 19, 2016, by and among the Company, the Borrower, the Lenders and the Administrative Agent (the Credit Agreement).
The Credit Agreement Amendment amended the Credit Agreement to provide that the applicable margins for interest rates applicable to amounts
outstanding under the Credit Agreement will be decreased from a range of 150 to 250 basis points above the applicable reference rate for Eurodollar loans and 50 to 150 basis points above the applicable reference rate for alternate base rate loans to
ranges of 125 to 225 basis points for Eurodollar loans and 25 to 125 basis points for alternate base rate loans at any time the consolidated leverage ratio of the Company and its subsidiaries (calculated in accordance with the provisions of the
Credit Agreement) as of the end of the most recently ended four fiscal quarter period is less than 3.0 to 1.0. If such leverage ratio is greater than or equal to 3.0 to 1.0 as of the end of the most recently ended four fiscal quarter period the
applicable margins for interest rates applicable to amounts outstanding under the Credit Agreement will be a range of 150 to 250 basis points above the applicable reference rate for Eurodollar loans and 50 to 150 basis points above the applicable
reference rate for alternate base rate loans. The Credit Agreement Amendment also maintained the borrowing base under the Credit Agreement at $1,500,000,000.
The above disclosure contained in this Item 1.01 does not purport to be a complete description of the Credit Agreement Amendment and is
qualified in its entirety by reference to the Credit Agreement Amendment, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 above is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RSP PERMIAN, INC.
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By:
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/s/ James E. Mutrie
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James E. Mutrie
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General Counsel and Vice President
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Dated: May 21, 2018
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